BHP Group Limited — Director's Dealing 2009

Mar 31, 2009

Company Secretariat

1 April 2009

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BHP Billiton Limited BHP Billiton Plc 180 Lonsdale Street Neathouse Place Melbourne Victoria 3000 Australia London SW1V 1BH UK GPO BOX 86A Melbourne Victoria 3001 Australia Tel +44 20 7802 4000 Tel +61 1300 55 47 57 Fax +61 3 9609 4372 Fax + 44 20 7802 4111 bhpbilliton.com bhpbilliton.com

To: Australian Securities Exchange London Stock Exchange

cc: New York Stock Exchange Swiss Stock Exchange JSE Limited Deutsche Bank UBS Zurich

Notification of Change of Interests of Directors and Connected Persons (Australian Securities Exchange Listing Rules Appendix 3Y) (Listing Rules & Disclosure and Transparency Rules of the UK Listing Authority)

Name of entities	BHP	Billiton Limited	BHP Billiton Plc
	ABN	49 004 028 077	REG NO 3196209

As part of a dual listed company structure, the Group voluntarily notifies all stock exchanges on which either BHP Billiton Limited or BHP Billiton Plc have primary or secondary listings, all those interests of directors and persons discharging managerial responsibilities of both entities in the securities of both entities (and changes to those interests) which are required to be disclosed under the Australian Securities Exchange (ASX) Listing Rules, the Listing Rules and Disclosure and Transparency Rules of the United Kingdom Listing Authority, the Australian Corporations Act, the United Kingdom Companies Acts and the Group’s Securities Dealing Procedure.

We (the entities) advise the following information under ASX Listing Rule 3.19A.2, the UK Listing Authority Disclosure and Transparency Rule 3.1.4 and as agent for the director for the purposes of section 205G of the Australian Corporations Act and in accordance with the Group’s Securities Dealing Procedure.

Name of persondischarging managerialresponsibilities	Mr M J Kloppers
Date of last notice	6 January 2009
Date issuer informed oftransaction	1 April 2009
Date and place oftransaction	Shareplus employee share plan trust purchased the shareson the Australian Securities Exchange on 27 March 2009.The shares were allocated and the issuer informed on 1April 2009.
Nature of transaction	41 ordinary fully paid shares of BHP Billiton Limitedpurchased under Shareplus.

BHP Billiton Limited ABN 49 004 028 077 Registered in Australia Registered Office:180 Lonsdale Street, Melbourne Victoria 3000 Australia

BHP Billiton Plc Registration number 3196209 Registered in England and Wales Registered Office: Neathouse Place, London SW1V 1BH UK

Members of the BHP Billiton group which is headquartered in Australia

Part 1 – Change of relevant interests in securities

Included in this Part are:

• in the case of a trust, interests in the trust made available by the responsible entity of the trust;

• details of the circumstance giving rise to the relevant interest;

• details and estimated valuation if the consideration is non-cash; and

• changes in the relevant interest of Connected Persons of the director.

Direct or indirect interest	Indirect
Nature of indirect interest(including registered holder)	Shares are held directly by Computershare Nominees onbehalf of all Shareplus participants. Mr Kloppers has abeneficial interest in 287 shares. ComputershareNominees CI Ltd is the registered holder.
**Date of change **	1 April 2009
No. of securities held prior tochange	246(refer below for details of Mr Kloppers’ BHP Billiton Plcholding which is unchanged)
Class	Ordinary fully paid shares of BHP Billiton Limited
Number acquired	41
Number disposed	—
Value/Consideration	A$34.28 per share
No. of securities held afterchange	287
Nature of changeExample: on-market trade, off-markettrade, exercise of options, issue ofsecurities under dividend reinvestmentplan, participation inbuy-back	On market purchase through the Shareplus employeeshare plan Trust.
Any additional information	Shareplus is an all-employee share purchase plan. Underthe plan, employees contribute monies to purchase shares(Acquired Shares), up to an annual contribution limit ofUS$5,000 in any Plan year. Shares are purchased on aquarterly basis using the employees’ contributions madeeach pay period over the preceding 3 months. AnyAcquired Shares still held by employees at the end of a 3year holding period will be matched by the company on a1:1 basis.Mr Kloppers has an indirect interest in 396,683 ordinaryshares in BHP Billiton Plc, as follows:i)316,683 ordinary shares in BHP Billiton Plcregistered in the name of Vidacos Nomineesaccount “FGN” of which Mr Kloppers is thebeneficial holder; andii)80,000 ordinary shares in BHP Billiton Plc heldby the Kloppers Family Superannuation Fundand registered in the name of VidacosNomineesLimited.

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Part 2 – Change of interests in contracts other than as described in Part 3

Included in this Part are:

• only details of a contract in relation to which the interest has changed; and

• details and estimated valuation if the consideration is non-cash.

Detail of contract	—
Nature of interest	—
Name of registered holder(if issued securities)	—
No. and class of securities to whichinterest related prior to change	—
Interest acquired	—
Interest disposed	—
Value/Consideration	—
Interest after change	—

Part 3 – Change of interests in options or other rights granted by the entities

Included in this Part are only details of options or other rights granted which have changed, save for the total number of securities over which options or other rights are held following this notification.

this notification.
Date of grant	—
Period during which or date on whichexercisable	—
Total amount paid (if any) for the grant	—
Description of securities involved:class; number	—
Exercise price (if fixed at time of grant) orindication that price is to be fixed at timeof exercise	—

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Part 3 – Change of interests in options or other rights granted by the entities (cont’d)

Total number of securities over whichoptions or other rights held at the date ofthis notice		BHP Billiton Plc interests:90,071 – vested Deferred Shares (ordinaryshares of BHP Billiton Plc) underthe GIS for 2005 and 2006675,000 – maximum number of PerformanceShares (ordinary shares of BHPBilliton Plc) under the LTIP765,071 – TotalBHP Billiton Limited interests:123,429 – maximum number of DeferredShares (ordinary shares of BHPBilliton Limited) under the GIS833,327 – maximum number of PerformanceShares (ordinary shares of BHPBilliton Limited) under the LTIP287– maximum number of matchedshares (ordinary shares of BHPBilliton Limited) under Shareplus957,043 – Total
Any additional information		This notification is in respect of the AcquiredShares under the Shareplus (share purchase)scheme (see Part 1)

Part 4 – Contact details

Name of authorised officers responsiblefor making this notification on behalf ofthe entities	Ms F Smith – BHP Billiton LimitedMs E Hobley – BHP Billiton Plc
Contact details	Ms F SmithTel:+61 3 9609 3179Fax:+61 3 9609 4372Ms E HobleyTel:+44 20 7802 4054Fax:+44 20 7802 3054

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